The Shareholder Forum supports investor interests in corporate
enterprise value with services that require independence – and that may
benefit from the Forum’s network resources and recognition for advocacy
of long term investor interests – to assure a definition of relevant
issues and fair access to information that can be relied upon by both
corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace
functions have been carefully developed and tested to allow any investor
to participate in its communications, either anonymously or visibly,
without acting in concert. Established originally to accommodate
professional fund managers, this independent moderator function has
proved to be consistently effective in managing orderly processes of
issue definition for rational analysis by fiduciaries who are
responsible for informed decisions.

Initiated in 1999 by the CFA Society of New York (at the time known as
the New York Society of Security Analysts) with lead investor and former
corporate investment banker
Gary Lutin
as guest chairman to address the professional interests of its members,
and independently supported by Mr. Lutin since 2001, Forum programs have
achieved wide recognition for their effective definition of important
issues and orderly exchange of the information and views needed to
resolve them. The Forum's ability to convene all key decision-making
constituencies and influence leaders has been applied to subjects
ranging from corporate control contests to the establishment of
consensus marketplace standards for fair disclosure, and has been relied
upon by virtually every major U.S. fund manager and the many other
investors who have participated in programs that addressed their
interests.

Currently important applications of the Forum’s independent position
include the support of corporate managers who wish to provide the
leadership expected of them by responding to shareholder engagement as
well as activist challenges with
orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated
confidentially by any investor or by the subject company, or by the
professional advisors to either.

A draft of the full paper summarized below is made
available to Forum participants with the author's permission, and can be
downloaded from the following link:

Abstract:
The current debate over shareholder access to the issuer's proxy for the
purpose of making director nomination is both overstated in its importance
and misses the serious issue in question. The Securities Exchange
Commission's new e-proxy rules, which permit reliance on proxy materials
posted on a website, should substantially reduce the production and
distribution cost differences between a meaningful contest waged via issuer
proxy access and a freestanding proxy solicitation. The serious question
relates to the appropriate disclosure required of a shareholder nominator no
matter which avenue is used. Institutional investors and other shareholder
activists should focus their energies on working through the mechanics of
waging short-slate proxy contests using e-proxy solicitations. Activist
institutions need to prepare the disclosure package required under the
existing proxy rules. Such disclosure may be tested (and refined) through
litigation, but a standardized package should emerge relatively quickly that
the institution could use in proxy contests without a control motive.
Institutional investors need to become facile with the e-proxy model
(including coordinating a practice for opting-in to web-access) and should
appreciate the extent to which proxy advisory services will do much of the
actual solicitation work. If institutions are unwilling to make the
relatively modest investment to master the mechanics of e-proxy contest,
both in their initiation as well as voting in support of them, then their
role in corporate governance will necessarily be limited.

Inquiries, requests
to be included in email distribution lists, and
suggestions of new Forum subjects may be addressed
to
inquiry@shareholderforum.com.

Publicly open
programs of the Shareholder Forum are conducted for
free participation of all shareholders of a subject
company and any fiduciaries or professionals
concerned with their decisions, according to the
Forum’s stated "Conditions
of Participation." In all cases, each
participant is expected to make independent use of
information obtained through the Forum, and
participation is considered private unless the party
specifically authorizes identification.

The information
provided to Forum participants is intended for their
private reference, and permission has not been
granted for the republishing of any copyrighted
material. The material presented on this web site is
the responsibility of
Gary Lutin, as chairman of the Shareholder
Forum.

Shareholder Forum™
is a trademark owned by The Shareholder Forum, Inc.,
for the programs conducted since 1999 to support
investor access to decision-making information. It
should be noted that we have no responsibility for
the services that Broadridge Financial Solutions,
Inc., introduced for review in the Forum's
2010 "E-Meetings" program and has since been
offering with the “Shareholder Forum” name, and we
have asked Broadridge to use a different name that
does not suggest our support or endorsement.